A Turkish company can be set up within 7 days regardless of your nationality and country of residence.
The New Turkish Commercial Code No. 6102 was published in the Official Gazette on February 14, 2011. As stipulated in the TCC and the Law on Effectiveness and Implementation of the Turkish Commercial Code No. 6103 ("Code on Effectiveness of TCC”), the new code came into effect on July 1, 2012. The main goal of the TCC is to develop a corporate governance approach that meets international standards; to foster private equity and public offering activities to create transparency in managing operations and to align the Turkish business environment with EU legislation, as well as for the accession process. Major amendments in the TCC can be outlined as: Shareholding Structure: The TCC allows the establishment of joint stock companies (A.Ş.) or limited liability companies (Ltd. Şti.) with only a single shareholder.
According to the former code, joint stock companies could be established with a minimum of five shareholders, while limited liability companies could be formed with a minimum of two partners. Therefore, the TCC removes the obligation for foreign companies to secure mandatory minority shareholders in order to comply with the minimum shareholder number requirements by the former TCC. The shares of previously established companies can now be held by a single party. Board of Directors: Under the TCC, in compliance with the EU legislation, the board of directors may now be comprised of a single person instead of at least three members. This offers foreign investors the opportunity to do business more easily, as board meetings may be hindered if there is a large number of shareholders that have to travel frequently between countries.
The TCC does not require physical presence of board members; it allows board meetings to be held in an electronic environment and board resolutions may also be approved via electronic signatures. Through these amendments, the TCC will prevent foreign companies from incurring unnecessary travel expenses. Additionally, legal entities may be appointed as board members. If a legal entity is elected as a member of the board of directors, only a single real person, together with, on behalf of, and designated by the legal entity, shall also be registered and announced; in addition, this registration and announcement shall be immediately published on the company’s web site.
Only this registered person is entitled to attend meetings and vote on behalf of the legal entity. The obligation that board members must be shareholders has also been abolished. According to the TCC, any independent individual may be a board member. This ensures a professional board of directors that can act separately from shareholders, and in turn, boosting corporate governance. Registered Capital System: The TCC offers non-public companies the opportunity to adopt a registered capital system, so non-public joint stock companies may benefit from the opportunity of flexible capital increases introduced by the registered capital system.
Intellectual Property Rights: Intellectual property rights may be contributed as capital in-kind. In order to contribute such assets as capital in-kind, those assets shall have transferable qualifications, and become eligible for valuation in cash. Ultra-Vires: The former TCC incorporated the doctrine of Ultra Vires that is “corporations can only be authorized to acquire rights and undertake debts, provided that they conduct their business within the field of operations defined in the articles of incorporation." This doctrine of Ultra Vires was abolished in the TCC, in doing so, releasing foreign companies from many procedures while entering into new business areas. Establishing a Business in Turkey Turkey's regulatory environment is extremely business-friendly. You can establish a business in Turkey irrespective of nationality, or place of residence. Company Establishment in One Day It is possible to establish a company in a single day by applying to the relevant trade registry office with the required documents. The company becomes a “legal entity” following its registration with the trade registry.
Booming Turkish economy more than tripled its GDP, reaching USD 786 billion in 2012, up from USD 231 billion in 2002.
The new investment incentives scheme is specifically designed to encourage investments with the potential to reduce dependency on the importation of intermediate goods vital to the country’s strategic sectors.
The Turkish economy has shown remarkable performance with its steady growth over the last eight years. A sound macroeconomic strategy in combination with prudent fiscal policies and major structural reforms in effect since 2002 has integrated the Turkish economy into the globalized world, while transforming the country into one of the major recipients of FDI in its region.